EXHIBIT 10(an)
WYLE WARRANT RESCISSION AGREEMENT
This WYLE WARRANT RESCISSION AGREEMENT (this "Agreement") is
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made and entered into as of February 29, 1997, by and between Xxxxxxxx
Industries, a California corporation ("Xxxxxxxx"), and Wyle Electronics, a
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California corporation ("Wyle").
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RECITALS
X. Xxxxxxxx and Wyle are parties to that certain Limited Liability
Company Agreement of Accord Contract Services LLC ("Accord") dated as of
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August 8, 1996 establishing Accord as a joint venture between Xxxxxxxx and Wyle.
B. In connection with the establishment of Accord, Xxxxxxxx and Wyle
entered into the following agreements: (1) that certain Warrant Agreement
(Wyle) dated as of August 8, 1996 (the "Wyle Warrant Agreement"), pursuant to
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which Wyle agreed to grant to Xxxxxxxx certain warrants (the "Wyle Warrants") to
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purchase shares of Wyle's common stock, no par value (the "Wyle Common Stock"),
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upon the occurrence of certain events, and (2) that certain Registration Rights
Agreement (Wyle) dated as of August 8, 1996 (the "Wyle Registration Rights
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Agreement," and, together with the Wyle Warrant Agreement, the "Wyle
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Agreements"), pursuant to which Wyle agreed to grant certain registration
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rights to Xxxxxxxx in connection with the issuance of the Wyle Warrants.
C. The effectiveness of the Wyle Agreements the delivery of a warrant
certificate to Xxxxxxxx in connection with the Wyle Warrant Agreement (the "Wyle
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Certificate"), were conditioned upon the parties reaching agreement on an
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overall exit strategy that incorporated such agreements (and the Wyle
Certificate) in connection with the termination of Accord.
D. The parties have reached an agreement on such exit strategy which
does not incorporate the Wyle Agreements and which does not require the
issuance or delivery of the Wyle Certificate.
E. Therefore, Xxxxxxxx and Wyle desire to rescind the Wyle Agreements.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby confirmed and acknowledged, the parties hereto
agree as follows:
1. Rescission. The parties hereto acknowledge and agree that each of
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the Wyle Agreements is hereby rescinded and shall be of no further force and
effect. The parties hereto further acknowledge and agree that they each shall
have no further rights, duties or obligations under any of the Wyle Agreements.
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2. Cancellation of Warrant Certificate. The parties hereto acknowledge
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and agree that the Wyle Certificate shall be canceled and become null and void
simultaneously with the execution of this Agreement. All benefits owed to any
party and all duties imposed upon any party under the Wyle Certificate shall be
canceled. The parties believe that the Wyle Certificate has not been delivered,
however, if such Wyle Certificate has been delivered, then within ten (10) days
of the effective date of this Agreement, Xxxxxxxx shall return the original Wyle
Certificate to Wyle with the word "CANCELED" printed on each page and
initialed by the person(s) executing this Agreement on behalf of Xxxxxxxx.
3. Successors. This Agreement shall inure to the benefit of and be
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binding upon the parties hereto and their respective successors and assigns.
4. Counterparts. This Agreement may be executed in counterparts, each of
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which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
5. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of California, without regard to otherwise
governing principles of conflict of laws.
6. Expenses. Any and all expenses incurred by any party due to the
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execution of this Agreement shall be the sole responsibility of that party.
7. Entire Agreement. This Agreement contains the entire agreement
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between the parties with respect to the subject matter thereof and shall be
binding upon their respective successors and assigns. This Agreement may not be
altered or amended except with the written consent of all parties.
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IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
effective as of the date first above written.
XXXXXXXX INDUSTRIES
a California corporation
By: /s/ XXXXX X. XXXX
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Name: Xxxxx X. Xxxx
Title: Vice President
and Chief Financial Officer
WYLE ELECTRONICS,
a California corporation
By: /s/ X. XXX XXXX XXXXXXX, JR.
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Name: X. Xxx Xxxx Holland, Jr.
Title: Executive Vice President and
Chief Financial Officer
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